Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
2025 Pay Versus Performance Table The following table sets forth additional compensation information of our Principal Executive Officer (“PEO”) and our non-PEO Named Executive Officers (“non-PEO NEOs”) along with total shareholder return, net income attributable to HCA Healthcare, Inc. and adjusted EBITDA performance results for fiscal years 2025, 2024, 2023, 2022 and 2021. “Compensation actually paid” does not represent the value of cash and shares of the Company’s common stock received by named executive officers during the year, but rather it is an amount calculated under SEC rules and includes, among other things, year-over-year changes in the value of unvested equity based awards. As a result of the calculation methodology required by the SEC, “Compensation actually paid” amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Compensation Discussion and Analysis” section above.
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Year |
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$100 Investment Based On: |
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Income
Attributable to
HCA
Healthcare, Inc. |
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2025 (4) |
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$ |
26,456,606 |
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$ |
78,235,064 |
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$ |
8,190,607 |
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$ |
16,384,912 |
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$ |
296.34 |
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$ |
148.36 |
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$ |
6,784,000,000 |
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$ |
15,566,000,000 |
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2024 (5) |
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$ |
23,799,137 |
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$ |
40,146,727 |
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$ |
6,121,496 |
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$ |
6,090,844 |
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$ |
189.11 |
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$ |
129.46 |
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$ |
5,760,000,000 |
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$ |
13,882,000,000 |
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2023 (6) |
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$ |
21,315,984 |
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$ |
23,591,845 |
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$ |
6,861,426 |
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$ |
7,050,413 |
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$ |
169.23 |
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$ |
126.21 |
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$ |
5,242,000,000 |
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$ |
12,726,000,000 |
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2022 (7) |
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$ |
14,637,726 |
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$ |
9,582,202 |
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$ |
5,166,993 |
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$ |
3,405,676 |
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$ |
148.69 |
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$ |
123.67 |
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$ |
5,643,000,000 |
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$ |
12,067,000,000 |
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2021 (8) |
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$ |
20,635,260 |
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$ |
84,568,577 |
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$ |
5,999,564 |
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$ |
19,628,647 |
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$ |
157.59 |
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$ |
126.13 |
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$ |
6,956,000,000 |
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$ |
12,644,000,000 |
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| (1) |
Named executive officers included in the above compensation columns reflect the following: |
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Year |
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PEO |
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2025 |
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Hazen |
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Marks, Foster, McAlevey, Cuffe |
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2024 |
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Hazen |
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Rutherford*, Marks*, Foster, McAlevey, Cuffe * Effective 5/1/2024, Rutherford retired from and Marks was appointed to the Executive Vice President and Chief Financial Officer position. |
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2023 |
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Hazen |
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Rutherford, Foster, Akdamar, McManus |
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2022 |
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Hazen |
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Rutherford, Foster, Hall, McAlevey |
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2021 |
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Hazen |
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Rutherford, Foster, Hall, Cuffe |
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| (2) |
Fair value or change in fair value, as applicable, of equity awards in the “Actually Paid” columns was determined by reference to (1) for PSU awards, closing price on applicable year-end date(s) multiplied by the probability of achievement as of each such date or, in the case of vesting dates, the actual shares earned multiplied by the vesting price, (2) for SAR awards, a Black-Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value for the applicable grant and (3) for RSU awards, the closing price on applicable year-end date(s) or, in the case of vesting dates, the actual vesting price. |
| (3) |
For the portion of “Actually Paid” compensation that is based on year-end stock prices, the following prices were used: $466.86 for 2025 (closing price as of 12/31/25), $300.15 for 2024 (closing price as of 12/31/24), $270.68 for 2023 (closing price as of 12/29/23), $239.96 for 2022 (closing price as of 12/30/22) and $256.92 for 2021 (closing price as of 12/31/21). |
| (4) |
2025 “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to non-PEO NEOs” reflects the following adjustments from 2025 Total Compensation reported in the Summary Compensation Table: |
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PEO |
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| 2025 Summary Compensation Table Total |
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$ |
26,456,606 |
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$ |
8,190,607 |
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Less: Change in Pension & Deferred Compensation Plans |
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$ |
1,934,400 |
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$ |
1,681,853 |
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| Add: Service Cost of Pension & Deferred Compensation Plans |
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$ |
734,679 |
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$ |
230,134 |
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| Add: Prior Service Cost of Pension & Deferred Compensation Plans |
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— |
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— |
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| Add: Above-Market or Preferential Earnings on Deferred Compensation |
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— |
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— |
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Less: Equity Award Amounts Reported in Summary Compensation Table |
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$ |
16,988,633 |
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$ |
3,115,621 |
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| Add: FMV of Equity Awards Granted During Current Year & Outstanding/Unvested @ 12/31/25 |
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$ |
27,194,526 |
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$ |
4,987,299 |
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| Add: Change in FMV Equity Awards Granted in Prior Years & Outstanding/Unvested @ 12/31/25 |
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$ |
31,066,347 |
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$ |
5,728,425 |
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| Add: FMV of Equity Awards Granted and Vested in Current Year @ Vesting Date |
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— |
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— |
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| Add: Change in FMV of Equity Awards Granted in Prior Years @ Vesting Date |
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$ |
11,676,197 |
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$ |
2,033,581 |
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| Less: FMV of Equity Awards @ the End of the Prior Year Failing to Meet Vesting Conditions |
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— |
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— |
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Less: Dollar Value of Equivalent Payments Reported in Summary Compensation Table |
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$ |
435,077 |
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$ |
76,670 |
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| Add: Dollar Value of Dividends Paid Prior to Vesting Date |
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$ |
464,819 |
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$ |
89,010 |
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2025 Compensation Actually Paid |
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$ |
78,235,064 |
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$ |
16,384,912 |
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| (5) |
2024 “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to non-PEO NEOs” reflects the following adjustments from 2024 Total Compensation reported in the Summary Compensation Table: |
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PEO |
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| 2024 Summary Compensation Table Total |
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$ |
23,799,137 |
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$ |
6,121,496 |
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| Less: Change in Pension & Deferred Compensation Plans |
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$ |
372,138 |
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$ |
265,350 |
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| Add: Service Cost of Pension & Deferred Compensation Plans |
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$ |
689,830 |
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$ |
149,373 |
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| Add: Prior Service Cost of Pension & Deferred Compensation Plans |
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— |
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— |
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| Add: Above-Market or Preferential Earnings on Deferred Compensation |
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— |
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— |
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Less: Equity Award Amounts Reported in Summary Compensation Table |
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$ |
16,580,668 |
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$ |
3,423,531 |
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| Add: FMV of Equity Awards Granted During Current Year & Outstanding/Unvested @ 12/31/24 |
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$ |
17,195,564 |
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$ |
2,640,576 |
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| Add: Change in FMV Equity Awards Granted in Prior Years & Outstanding/Unvested @ 12/31/24 |
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$ |
10,479,537 |
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$ |
1,434,246 |
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| Add: FMV of Equity Awards Granted and Vested in Current Year @ Vesting Date |
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— |
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— |
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| Add: Change in FMV of Equity Awards Granted in Prior Years @ Vesting Date |
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$ |
4,662,911 |
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$ |
668,465 |
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| Less: FMV of Equity Awards @ the End of the Prior Year Failing to Meet Vesting Conditions* |
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— |
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$ |
1,267,373 |
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Less: Dollar Value of Equivalent Payments Reported in Summary Compensation Table |
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$ |
96,234 |
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$ |
13,211 |
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| Add: Dollar Value of Dividends Paid Prior to Vesting Date |
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$ |
368,788 |
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$ |
46,153 |
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2024 Compensation Actually Paid |
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$ |
40,146,727 |
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$ |
6,090,844 |
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* |
Mr. Rutherford forfeited certain unvested equity awards as a result of his 5/1/2024 retirement. |
| (6) |
2023 “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to non-PEO NEOs” reflects the following adjustments from 2023 Total Compensation reported in the Summary Compensation Table: |
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PEO |
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| 2023 Summary Compensation Table Total |
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$ |
21,315,984 |
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$ |
6,861,426 |
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Less: Change in Pension & Deferred Compensation Plans |
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— |
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$ |
264,662 |
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| Add: Service Cost of Pension & Deferred Compensation Plans |
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$ |
723,544 |
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$ |
135,006 |
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| Add: Prior Service Cost of Pension & Deferred Compensation Plans |
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| Add: Above-Market or Preferential Earnings on Deferred Compensation |
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— |
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— |
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Less: Equity Award Amounts Reported in Summary Compensation Table |
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$ |
14,200,216 |
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$ |
3,489,375 |
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| Add: FMV of Equity Awards Granted During Current Year & Outstanding/Unvested @ 12/31/23 |
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$ |
15,028,391 |
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$ |
3,692,881 |
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| Add: Change in FMV Equity Awards Granted in Prior Years & Outstanding/Unvested @ 12/31/23 |
|
$ |
(2,830,010 |
) |
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$ |
(482,970 |
) |
| Add: FMV of Equity Awards Granted and Vested in Current Year @ Vesting Date |
|
|
— |
|
|
|
— |
|
| Add: Change in FMV of Equity Awards Granted in Prior Years @ Vesting Date |
|
$ |
3,842,051 |
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$ |
642,447 |
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| Less: FMV of Equity Awards @ the End of the Prior Year Failing to Meet Vesting Conditions |
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— |
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— |
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Less: Dollar Value of Equivalent Payments Reported in Summary Compensation Table |
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$ |
514,566 |
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$ |
85,739 |
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| Add: Dollar Value of Dividends Paid Prior to Vesting Date |
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$ |
226,667 |
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$ |
41,399 |
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|
2023 Compensation Actually Paid |
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$ |
23,591,845 |
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|
$ |
7,050,413 |
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| (7) |
2022 “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to non-PEO NEOs” reflects the following adjustments from 2022 Total Compensation reported in the Summary Compensation Table: |
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| |
|
PEO |
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| 2022 Summary Compensation Table Total |
|
$ |
14,637,726 |
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|
$ |
5,166,993 |
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|
|
|
Less: Change in Pension & Deferred Compensation Plans |
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|
— |
|
|
$ |
276,883 |
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| Add: Service Cost of Pension & Deferred Compensation Plans |
|
$ |
952,610 |
|
|
$ |
182,990 |
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| Add: Prior Service Cost of Pension & Deferred Compensation Plans |
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|
— |
|
|
|
— |
|
| Add: Above-Market or Preferential Earnings on Deferred Compensation |
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|
— |
|
|
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— |
|
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Less: Equity Award Amounts Reported in Summary Compensation Table |
|
$ |
12,055,290 |
|
|
$ |
3,063,442 |
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| Add: FMV of Equity Awards Granted During Current Year & Outstanding/Unvested @ 12/31/22 |
|
$ |
13,374,858 |
|
|
$ |
2,698,985 |
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| Add: Change in FMV Equity Awards Granted in Prior Years & Outstanding/Unvested @ 12/31/22 |
|
$ |
(3,338,709 |
) |
|
$ |
(573,313 |
) |
| Add: FMV of Equity Awards Granted and Vested in Current Year @ Vesting Date |
|
|
— |
|
|
|
— |
|
| Add: Change in FMV of Equity Awards Granted in Prior Years @ Vesting Date |
|
$ |
(3,998,784 |
) |
|
$ |
(737,029 |
) |
| Less: FMV of Equity Awards @ the End of the Prior Year Failing to Meet Vesting Conditions |
|
|
— |
|
|
|
— |
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Less: Dollar Value of Equivalent Payments Reported in Summary Compensation Table |
|
$ |
435,499 |
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$ |
73,188 |
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| Add: Dollar Value of Dividends Paid Prior to Vesting Date |
|
$ |
445,290 |
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$ |
80,563 |
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|
2022 Compensation Actually Paid |
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$ |
9,582,202 |
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$ |
3,405,676 |
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| (8) |
2021 “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to non-PEO NEOs” reflects the following adjustments from 2021 Total Compensation reported in the Summary Compensation Table: |
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| |
|
PEO |
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|
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|
| 2021 Summary Compensation Table Total |
|
$ |
20,635,260 |
|
|
$ |
5,999,564 |
|
|
|
|
Less: Change in Pension & Deferred Compensation Plans |
|
$ |
451,661 |
|
|
$ |
103,724 |
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| Add: Service Cost of Pension & Deferred Compensation Plans |
|
$ |
980,231 |
|
|
$ |
207,139 |
|
| Add: Prior Service Cost of Pension & Deferred Compensation Plans |
|
|
— |
|
|
|
— |
|
| Add: Above-Market or Preferential Earnings on Deferred Compensation |
|
|
— |
|
|
|
— |
|
|
|
|
Less: Equity Award Amounts Reported in Summary Compensation Table |
|
$ |
13,870,607 |
|
|
$ |
3,233,944 |
|
| Add: FMV of Equity Awards Granted During Current Year & Outstanding/Unvested @ 12/31/21 |
|
$ |
34,793,801 |
|
|
$ |
7,765,175 |
|
| Add: Change in FMV Equity Awards Granted in Prior Years & Outstanding/Unvested @ 12/31/21 (4) |
|
$ |
33,207,890 |
|
|
$ |
7,116,946 |
|
| Add: FMV of Equity Awards Granted and Vested in Current Year @ Vesting Date |
|
|
— |
|
|
|
— |
|
| Add: Change in FMV of Equity Awards Granted in Prior Years @ Vesting Date (4) |
|
$ |
9,064,316 |
|
|
$ |
1,834,093 |
|
| Less: FMV of Equity Awards @ the End of the Prior Year Failing to Meet Vesting Conditions |
|
|
— |
|
|
|
— |
|
|
|
|
Less: Dollar Value of Equivalent Payments Reported in Summary Compensation Table |
|
$ |
335,908 |
|
|
$ |
67,999 |
|
| Add: Dollar Value of Dividends Paid Prior to Vesting Date |
|
$ |
545,255 |
|
|
$ |
111,397 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 Compensation Actually Paid |
|
$ |
84,568,577 |
|
|
$ |
19,628,647 |
|
|
|
|
|
|
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| (9) |
The Peer Group reflected in the Peer Group Total Shareholder Return is the S&P Health Care Index, as reflected in our 2025 Annual Report on Form the 10-K pursuant to Item 201(e) of Regulation S-K. Each year reflects the cumulative total return assuming $100 invested on December 31, 2020 in our common stock and in the S&P Health Care Index, including the subsequent reinvestment of dividends. |
| (10) |
Adjusted EBITDA was selected by the Compensation Committee as the Company-Selected Measure (“CSM”). It is a non-Generally Accepted Accounting Principles (“GAAP”) financial measure defined as income before depreciation and amortization, interest expense, losses and gains on sales of facilities, losses on retirement of debt, provision for income taxes and net income attributable to noncontrolling interests. Reconciliations of Adjusted EBITDA to the most directly comparable financial measure calculated in accordance with GAAP are included in Appendix A. |
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| Company Selected Measure Name |
Adjusted EBITDA
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| Named Executive Officers, Footnote |
| (1) |
Named executive officers included in the above compensation columns reflect the following: |
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|
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|
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|
|
|
|
Year |
|
PEO |
|
|
|
|
|
|
2025 |
|
Hazen |
|
Marks, Foster, McAlevey, Cuffe |
|
|
2024 |
|
Hazen |
|
Rutherford*, Marks*, Foster, McAlevey, Cuffe * Effective 5/1/2024, Rutherford retired from and Marks was appointed to the Executive Vice President and Chief Financial Officer position. |
|
|
2023 |
|
Hazen |
|
Rutherford, Foster, Akdamar, McManus |
|
|
|
|
2022 |
|
Hazen |
|
Rutherford, Foster, Hall, McAlevey |
|
|
|
|
2021 |
|
Hazen |
|
Rutherford, Foster, Hall, Cuffe |
|
|
|
|
|
|
|
| Peer Group Issuers, Footnote |
The Peer Group reflected in the Peer Group Total Shareholder Return is the S&P Health Care Index, as reflected in our 2025 Annual Report on Form the 10-K pursuant to Item 201(e) of Regulation S-K. Each year reflects the cumulative total return assuming $100 invested on December 31, 2020 in our common stock and in the S&P Health Care Index, including the subsequent reinvestment of dividends.
|
|
|
|
|
| PEO Total Compensation Amount |
$ 26,456,606
|
$ 23,799,137
|
$ 21,315,984
|
$ 14,637,726
|
$ 20,635,260
|
| PEO Actually Paid Compensation Amount |
$ 78,235,064
|
40,146,727
|
23,591,845
|
9,582,202
|
84,568,577
|
| Adjustment To PEO Compensation, Footnote |
| (4) |
2025 “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to non-PEO NEOs” reflects the following adjustments from 2025 Total Compensation reported in the Summary Compensation Table: |
|
|
|
|
|
|
|
|
|
| |
|
PEO |
|
|
|
|
| 2025 Summary Compensation Table Total |
|
$ |
26,456,606 |
|
|
$ |
8,190,607 |
|
|
|
|
Less: Change in Pension & Deferred Compensation Plans |
|
$ |
1,934,400 |
|
|
$ |
1,681,853 |
|
| Add: Service Cost of Pension & Deferred Compensation Plans |
|
$ |
734,679 |
|
|
$ |
230,134 |
|
| Add: Prior Service Cost of Pension & Deferred Compensation Plans |
|
|
— |
|
|
|
— |
|
| Add: Above-Market or Preferential Earnings on Deferred Compensation |
|
|
— |
|
|
|
— |
|
|
|
|
Less: Equity Award Amounts Reported in Summary Compensation Table |
|
$ |
16,988,633 |
|
|
$ |
3,115,621 |
|
| Add: FMV of Equity Awards Granted During Current Year & Outstanding/Unvested @ 12/31/25 |
|
$ |
27,194,526 |
|
|
$ |
4,987,299 |
|
| Add: Change in FMV Equity Awards Granted in Prior Years & Outstanding/Unvested @ 12/31/25 |
|
$ |
31,066,347 |
|
|
$ |
5,728,425 |
|
| Add: FMV of Equity Awards Granted and Vested in Current Year @ Vesting Date |
|
|
— |
|
|
|
— |
|
| Add: Change in FMV of Equity Awards Granted in Prior Years @ Vesting Date |
|
$ |
11,676,197 |
|
|
$ |
2,033,581 |
|
| Less: FMV of Equity Awards @ the End of the Prior Year Failing to Meet Vesting Conditions |
|
|
— |
|
|
|
— |
|
|
|
|
Less: Dollar Value of Equivalent Payments Reported in Summary Compensation Table |
|
$ |
435,077 |
|
|
$ |
76,670 |
|
| Add: Dollar Value of Dividends Paid Prior to Vesting Date |
|
$ |
464,819 |
|
|
$ |
89,010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 Compensation Actually Paid |
|
$ |
78,235,064 |
|
|
$ |
16,384,912 |
|
|
|
|
|
|
|
|
|
|
| (5) |
2024 “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to non-PEO NEOs” reflects the following adjustments from 2024 Total Compensation reported in the Summary Compensation Table: |
|
|
|
|
|
|
|
|
|
|
|
| |
|
PEO |
|
|
| 2024 Summary Compensation Table Total |
|
|
$ |
23,799,137 |
|
|
|
$ |
6,121,496 |
|
|
|
|
| Less: Change in Pension & Deferred Compensation Plans |
|
|
$ |
372,138 |
|
|
|
$ |
265,350 |
|
| Add: Service Cost of Pension & Deferred Compensation Plans |
|
|
$ |
689,830 |
|
|
|
$ |
149,373 |
|
| Add: Prior Service Cost of Pension & Deferred Compensation Plans |
|
|
|
— |
|
|
|
|
— |
|
| Add: Above-Market or Preferential Earnings on Deferred Compensation |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
Less: Equity Award Amounts Reported in Summary Compensation Table |
|
|
$ |
16,580,668 |
|
|
|
$ |
3,423,531 |
|
| Add: FMV of Equity Awards Granted During Current Year & Outstanding/Unvested @ 12/31/24 |
|
|
$ |
17,195,564 |
|
|
|
$ |
2,640,576 |
|
| Add: Change in FMV Equity Awards Granted in Prior Years & Outstanding/Unvested @ 12/31/24 |
|
|
$ |
10,479,537 |
|
|
|
$ |
1,434,246 |
|
| Add: FMV of Equity Awards Granted and Vested in Current Year @ Vesting Date |
|
|
|
— |
|
|
|
|
— |
|
| Add: Change in FMV of Equity Awards Granted in Prior Years @ Vesting Date |
|
|
$ |
4,662,911 |
|
|
|
$ |
668,465 |
|
| Less: FMV of Equity Awards @ the End of the Prior Year Failing to Meet Vesting Conditions* |
|
|
|
— |
|
|
|
$ |
1,267,373 |
|
|
|
|
Less: Dollar Value of Equivalent Payments Reported in Summary Compensation Table |
|
|
$ |
96,234 |
|
|
|
$ |
13,211 |
|
| Add: Dollar Value of Dividends Paid Prior to Vesting Date |
|
|
$ |
368,788 |
|
|
|
$ |
46,153 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 Compensation Actually Paid |
|
|
$ |
40,146,727 |
|
|
|
$ |
6,090,844 |
|
|
|
|
|
|
|
|
|
|
|
|
| |
* |
Mr. Rutherford forfeited certain unvested equity awards as a result of his 5/1/2024 retirement. |
| (6) |
2023 “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to non-PEO NEOs” reflects the following adjustments from 2023 Total Compensation reported in the Summary Compensation Table: |
|
|
|
|
|
|
|
|
|
| |
|
PEO |
|
|
|
|
| 2023 Summary Compensation Table Total |
|
$ |
21,315,984 |
|
|
$ |
6,861,426 |
|
|
|
|
Less: Change in Pension & Deferred Compensation Plans |
|
|
— |
|
|
$ |
264,662 |
|
| Add: Service Cost of Pension & Deferred Compensation Plans |
|
$ |
723,544 |
|
|
$ |
135,006 |
|
| Add: Prior Service Cost of Pension & Deferred Compensation Plans |
|
|
|
|
|
|
|
|
| Add: Above-Market or Preferential Earnings on Deferred Compensation |
|
|
— |
|
|
|
— |
|
|
|
|
Less: Equity Award Amounts Reported in Summary Compensation Table |
|
$ |
14,200,216 |
|
|
$ |
3,489,375 |
|
| Add: FMV of Equity Awards Granted During Current Year & Outstanding/Unvested @ 12/31/23 |
|
$ |
15,028,391 |
|
|
$ |
3,692,881 |
|
| Add: Change in FMV Equity Awards Granted in Prior Years & Outstanding/Unvested @ 12/31/23 |
|
$ |
(2,830,010 |
) |
|
$ |
(482,970 |
) |
| Add: FMV of Equity Awards Granted and Vested in Current Year @ Vesting Date |
|
|
— |
|
|
|
— |
|
| Add: Change in FMV of Equity Awards Granted in Prior Years @ Vesting Date |
|
$ |
3,842,051 |
|
|
$ |
642,447 |
|
| Less: FMV of Equity Awards @ the End of the Prior Year Failing to Meet Vesting Conditions |
|
|
— |
|
|
|
— |
|
|
|
|
Less: Dollar Value of Equivalent Payments Reported in Summary Compensation Table |
|
$ |
514,566 |
|
|
$ |
85,739 |
|
| Add: Dollar Value of Dividends Paid Prior to Vesting Date |
|
$ |
226,667 |
|
|
$ |
41,399 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 Compensation Actually Paid |
|
$ |
23,591,845 |
|
|
$ |
7,050,413 |
|
|
|
|
|
|
|
|
|
|
| (7) |
2022 “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to non-PEO NEOs” reflects the following adjustments from 2022 Total Compensation reported in the Summary Compensation Table: |
|
|
|
|
|
|
|
|
|
| |
|
PEO |
|
|
|
|
| 2022 Summary Compensation Table Total |
|
$ |
14,637,726 |
|
|
$ |
5,166,993 |
|
|
|
|
Less: Change in Pension & Deferred Compensation Plans |
|
|
— |
|
|
$ |
276,883 |
|
| Add: Service Cost of Pension & Deferred Compensation Plans |
|
$ |
952,610 |
|
|
$ |
182,990 |
|
| Add: Prior Service Cost of Pension & Deferred Compensation Plans |
|
|
— |
|
|
|
— |
|
| Add: Above-Market or Preferential Earnings on Deferred Compensation |
|
|
— |
|
|
|
— |
|
|
|
|
Less: Equity Award Amounts Reported in Summary Compensation Table |
|
$ |
12,055,290 |
|
|
$ |
3,063,442 |
|
| Add: FMV of Equity Awards Granted During Current Year & Outstanding/Unvested @ 12/31/22 |
|
$ |
13,374,858 |
|
|
$ |
2,698,985 |
|
| Add: Change in FMV Equity Awards Granted in Prior Years & Outstanding/Unvested @ 12/31/22 |
|
$ |
(3,338,709 |
) |
|
$ |
(573,313 |
) |
| Add: FMV of Equity Awards Granted and Vested in Current Year @ Vesting Date |
|
|
— |
|
|
|
— |
|
| Add: Change in FMV of Equity Awards Granted in Prior Years @ Vesting Date |
|
$ |
(3,998,784 |
) |
|
$ |
(737,029 |
) |
| Less: FMV of Equity Awards @ the End of the Prior Year Failing to Meet Vesting Conditions |
|
|
— |
|
|
|
— |
|
|
|
|
Less: Dollar Value of Equivalent Payments Reported in Summary Compensation Table |
|
$ |
435,499 |
|
|
$ |
73,188 |
|
| Add: Dollar Value of Dividends Paid Prior to Vesting Date |
|
$ |
445,290 |
|
|
$ |
80,563 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 Compensation Actually Paid |
|
$ |
9,582,202 |
|
|
$ |
3,405,676 |
|
|
|
|
|
|
|
|
|
|
| (8) |
2021 “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to non-PEO NEOs” reflects the following adjustments from 2021 Total Compensation reported in the Summary Compensation Table: |
|
|
|
|
|
|
|
|
|
| |
|
PEO |
|
|
|
|
| 2021 Summary Compensation Table Total |
|
$ |
20,635,260 |
|
|
$ |
5,999,564 |
|
|
|
|
Less: Change in Pension & Deferred Compensation Plans |
|
$ |
451,661 |
|
|
$ |
103,724 |
|
| Add: Service Cost of Pension & Deferred Compensation Plans |
|
$ |
980,231 |
|
|
$ |
207,139 |
|
| Add: Prior Service Cost of Pension & Deferred Compensation Plans |
|
|
— |
|
|
|
— |
|
| Add: Above-Market or Preferential Earnings on Deferred Compensation |
|
|
— |
|
|
|
— |
|
|
|
|
Less: Equity Award Amounts Reported in Summary Compensation Table |
|
$ |
13,870,607 |
|
|
$ |
3,233,944 |
|
| Add: FMV of Equity Awards Granted During Current Year & Outstanding/Unvested @ 12/31/21 |
|
$ |
34,793,801 |
|
|
$ |
7,765,175 |
|
| Add: Change in FMV Equity Awards Granted in Prior Years & Outstanding/Unvested @ 12/31/21 (4) |
|
$ |
33,207,890 |
|
|
$ |
7,116,946 |
|
| Add: FMV of Equity Awards Granted and Vested in Current Year @ Vesting Date |
|
|
— |
|
|
|
— |
|
| Add: Change in FMV of Equity Awards Granted in Prior Years @ Vesting Date (4) |
|
$ |
9,064,316 |
|
|
$ |
1,834,093 |
|
| Less: FMV of Equity Awards @ the End of the Prior Year Failing to Meet Vesting Conditions |
|
|
— |
|
|
|
— |
|
|
|
|
Less: Dollar Value of Equivalent Payments Reported in Summary Compensation Table |
|
$ |
335,908 |
|
|
$ |
67,999 |
|
| Add: Dollar Value of Dividends Paid Prior to Vesting Date |
|
$ |
545,255 |
|
|
$ |
111,397 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 Compensation Actually Paid |
|
$ |
84,568,577 |
|
|
$ |
19,628,647 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 8,190,607
|
6,121,496
|
6,861,426
|
5,166,993
|
5,999,564
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 16,384,912
|
6,090,844
|
7,050,413
|
3,405,676
|
19,628,647
|
| Adjustment to Non-PEO NEO Compensation Footnote |
| (4) |
2025 “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to non-PEO NEOs” reflects the following adjustments from 2025 Total Compensation reported in the Summary Compensation Table: |
|
|
|
|
|
|
|
|
|
| |
|
PEO |
|
|
|
|
| 2025 Summary Compensation Table Total |
|
$ |
26,456,606 |
|
|
$ |
8,190,607 |
|
|
|
|
Less: Change in Pension & Deferred Compensation Plans |
|
$ |
1,934,400 |
|
|
$ |
1,681,853 |
|
| Add: Service Cost of Pension & Deferred Compensation Plans |
|
$ |
734,679 |
|
|
$ |
230,134 |
|
| Add: Prior Service Cost of Pension & Deferred Compensation Plans |
|
|
— |
|
|
|
— |
|
| Add: Above-Market or Preferential Earnings on Deferred Compensation |
|
|
— |
|
|
|
— |
|
|
|
|
Less: Equity Award Amounts Reported in Summary Compensation Table |
|
$ |
16,988,633 |
|
|
$ |
3,115,621 |
|
| Add: FMV of Equity Awards Granted During Current Year & Outstanding/Unvested @ 12/31/25 |
|
$ |
27,194,526 |
|
|
$ |
4,987,299 |
|
| Add: Change in FMV Equity Awards Granted in Prior Years & Outstanding/Unvested @ 12/31/25 |
|
$ |
31,066,347 |
|
|
$ |
5,728,425 |
|
| Add: FMV of Equity Awards Granted and Vested in Current Year @ Vesting Date |
|
|
— |
|
|
|
— |
|
| Add: Change in FMV of Equity Awards Granted in Prior Years @ Vesting Date |
|
$ |
11,676,197 |
|
|
$ |
2,033,581 |
|
| Less: FMV of Equity Awards @ the End of the Prior Year Failing to Meet Vesting Conditions |
|
|
— |
|
|
|
— |
|
|
|
|
Less: Dollar Value of Equivalent Payments Reported in Summary Compensation Table |
|
$ |
435,077 |
|
|
$ |
76,670 |
|
| Add: Dollar Value of Dividends Paid Prior to Vesting Date |
|
$ |
464,819 |
|
|
$ |
89,010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 Compensation Actually Paid |
|
$ |
78,235,064 |
|
|
$ |
16,384,912 |
|
|
|
|
|
|
|
|
|
|
| (5) |
2024 “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to non-PEO NEOs” reflects the following adjustments from 2024 Total Compensation reported in the Summary Compensation Table: |
|
|
|
|
|
|
|
|
|
|
|
| |
|
PEO |
|
|
| 2024 Summary Compensation Table Total |
|
|
$ |
23,799,137 |
|
|
|
$ |
6,121,496 |
|
|
|
|
| Less: Change in Pension & Deferred Compensation Plans |
|
|
$ |
372,138 |
|
|
|
$ |
265,350 |
|
| Add: Service Cost of Pension & Deferred Compensation Plans |
|
|
$ |
689,830 |
|
|
|
$ |
149,373 |
|
| Add: Prior Service Cost of Pension & Deferred Compensation Plans |
|
|
|
— |
|
|
|
|
— |
|
| Add: Above-Market or Preferential Earnings on Deferred Compensation |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
Less: Equity Award Amounts Reported in Summary Compensation Table |
|
|
$ |
16,580,668 |
|
|
|
$ |
3,423,531 |
|
| Add: FMV of Equity Awards Granted During Current Year & Outstanding/Unvested @ 12/31/24 |
|
|
$ |
17,195,564 |
|
|
|
$ |
2,640,576 |
|
| Add: Change in FMV Equity Awards Granted in Prior Years & Outstanding/Unvested @ 12/31/24 |
|
|
$ |
10,479,537 |
|
|
|
$ |
1,434,246 |
|
| Add: FMV of Equity Awards Granted and Vested in Current Year @ Vesting Date |
|
|
|
— |
|
|
|
|
— |
|
| Add: Change in FMV of Equity Awards Granted in Prior Years @ Vesting Date |
|
|
$ |
4,662,911 |
|
|
|
$ |
668,465 |
|
| Less: FMV of Equity Awards @ the End of the Prior Year Failing to Meet Vesting Conditions* |
|
|
|
— |
|
|
|
$ |
1,267,373 |
|
|
|
|
Less: Dollar Value of Equivalent Payments Reported in Summary Compensation Table |
|
|
$ |
96,234 |
|
|
|
$ |
13,211 |
|
| Add: Dollar Value of Dividends Paid Prior to Vesting Date |
|
|
$ |
368,788 |
|
|
|
$ |
46,153 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 Compensation Actually Paid |
|
|
$ |
40,146,727 |
|
|
|
$ |
6,090,844 |
|
|
|
|
|
|
|
|
|
|
|
|
| |
* |
Mr. Rutherford forfeited certain unvested equity awards as a result of his 5/1/2024 retirement. |
| (6) |
2023 “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to non-PEO NEOs” reflects the following adjustments from 2023 Total Compensation reported in the Summary Compensation Table: |
|
|
|
|
|
|
|
|
|
| |
|
PEO |
|
|
|
|
| 2023 Summary Compensation Table Total |
|
$ |
21,315,984 |
|
|
$ |
6,861,426 |
|
|
|
|
Less: Change in Pension & Deferred Compensation Plans |
|
|
— |
|
|
$ |
264,662 |
|
| Add: Service Cost of Pension & Deferred Compensation Plans |
|
$ |
723,544 |
|
|
$ |
135,006 |
|
| Add: Prior Service Cost of Pension & Deferred Compensation Plans |
|
|
|
|
|
|
|
|
| Add: Above-Market or Preferential Earnings on Deferred Compensation |
|
|
— |
|
|
|
— |
|
|
|
|
Less: Equity Award Amounts Reported in Summary Compensation Table |
|
$ |
14,200,216 |
|
|
$ |
3,489,375 |
|
| Add: FMV of Equity Awards Granted During Current Year & Outstanding/Unvested @ 12/31/23 |
|
$ |
15,028,391 |
|
|
$ |
3,692,881 |
|
| Add: Change in FMV Equity Awards Granted in Prior Years & Outstanding/Unvested @ 12/31/23 |
|
$ |
(2,830,010 |
) |
|
$ |
(482,970 |
) |
| Add: FMV of Equity Awards Granted and Vested in Current Year @ Vesting Date |
|
|
— |
|
|
|
— |
|
| Add: Change in FMV of Equity Awards Granted in Prior Years @ Vesting Date |
|
$ |
3,842,051 |
|
|
$ |
642,447 |
|
| Less: FMV of Equity Awards @ the End of the Prior Year Failing to Meet Vesting Conditions |
|
|
— |
|
|
|
— |
|
|
|
|
Less: Dollar Value of Equivalent Payments Reported in Summary Compensation Table |
|
$ |
514,566 |
|
|
$ |
85,739 |
|
| Add: Dollar Value of Dividends Paid Prior to Vesting Date |
|
$ |
226,667 |
|
|
$ |
41,399 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 Compensation Actually Paid |
|
$ |
23,591,845 |
|
|
$ |
7,050,413 |
|
|
|
|
|
|
|
|
|
|
| (7) |
2022 “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to non-PEO NEOs” reflects the following adjustments from 2022 Total Compensation reported in the Summary Compensation Table: |
|
|
|
|
|
|
|
|
|
| |
|
PEO |
|
|
|
|
| 2022 Summary Compensation Table Total |
|
$ |
14,637,726 |
|
|
$ |
5,166,993 |
|
|
|
|
Less: Change in Pension & Deferred Compensation Plans |
|
|
— |
|
|
$ |
276,883 |
|
| Add: Service Cost of Pension & Deferred Compensation Plans |
|
$ |
952,610 |
|
|
$ |
182,990 |
|
| Add: Prior Service Cost of Pension & Deferred Compensation Plans |
|
|
— |
|
|
|
— |
|
| Add: Above-Market or Preferential Earnings on Deferred Compensation |
|
|
— |
|
|
|
— |
|
|
|
|
Less: Equity Award Amounts Reported in Summary Compensation Table |
|
$ |
12,055,290 |
|
|
$ |
3,063,442 |
|
| Add: FMV of Equity Awards Granted During Current Year & Outstanding/Unvested @ 12/31/22 |
|
$ |
13,374,858 |
|
|
$ |
2,698,985 |
|
| Add: Change in FMV Equity Awards Granted in Prior Years & Outstanding/Unvested @ 12/31/22 |
|
$ |
(3,338,709 |
) |
|
$ |
(573,313 |
) |
| Add: FMV of Equity Awards Granted and Vested in Current Year @ Vesting Date |
|
|
— |
|
|
|
— |
|
| Add: Change in FMV of Equity Awards Granted in Prior Years @ Vesting Date |
|
$ |
(3,998,784 |
) |
|
$ |
(737,029 |
) |
| Less: FMV of Equity Awards @ the End of the Prior Year Failing to Meet Vesting Conditions |
|
|
— |
|
|
|
— |
|
|
|
|
Less: Dollar Value of Equivalent Payments Reported in Summary Compensation Table |
|
$ |
435,499 |
|
|
$ |
73,188 |
|
| Add: Dollar Value of Dividends Paid Prior to Vesting Date |
|
$ |
445,290 |
|
|
$ |
80,563 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 Compensation Actually Paid |
|
$ |
9,582,202 |
|
|
$ |
3,405,676 |
|
|
|
|
|
|
|
|
|
|
| (8) |
2021 “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to non-PEO NEOs” reflects the following adjustments from 2021 Total Compensation reported in the Summary Compensation Table: |
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| |
|
PEO |
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| 2021 Summary Compensation Table Total |
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$ |
20,635,260 |
|
|
$ |
5,999,564 |
|
|
|
|
Less: Change in Pension & Deferred Compensation Plans |
|
$ |
451,661 |
|
|
$ |
103,724 |
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| Add: Service Cost of Pension & Deferred Compensation Plans |
|
$ |
980,231 |
|
|
$ |
207,139 |
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| Add: Prior Service Cost of Pension & Deferred Compensation Plans |
|
|
— |
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|
|
— |
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| Add: Above-Market or Preferential Earnings on Deferred Compensation |
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|
— |
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|
|
— |
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|
|
|
Less: Equity Award Amounts Reported in Summary Compensation Table |
|
$ |
13,870,607 |
|
|
$ |
3,233,944 |
|
| Add: FMV of Equity Awards Granted During Current Year & Outstanding/Unvested @ 12/31/21 |
|
$ |
34,793,801 |
|
|
$ |
7,765,175 |
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| Add: Change in FMV Equity Awards Granted in Prior Years & Outstanding/Unvested @ 12/31/21 (4) |
|
$ |
33,207,890 |
|
|
$ |
7,116,946 |
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| Add: FMV of Equity Awards Granted and Vested in Current Year @ Vesting Date |
|
|
— |
|
|
|
— |
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| Add: Change in FMV of Equity Awards Granted in Prior Years @ Vesting Date (4) |
|
$ |
9,064,316 |
|
|
$ |
1,834,093 |
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| Less: FMV of Equity Awards @ the End of the Prior Year Failing to Meet Vesting Conditions |
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|
— |
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|
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— |
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|
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Less: Dollar Value of Equivalent Payments Reported in Summary Compensation Table |
|
$ |
335,908 |
|
|
$ |
67,999 |
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| Add: Dollar Value of Dividends Paid Prior to Vesting Date |
|
$ |
545,255 |
|
|
$ |
111,397 |
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|
|
|
|
|
|
|
|
|
|
|
|
2021 Compensation Actually Paid |
|
$ |
84,568,577 |
|
|
$ |
19,628,647 |
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| Compensation Actually Paid vs. Total Shareholder Return |
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| Compensation Actually Paid vs. Net Income |
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| Compensation Actually Paid vs. Company Selected Measure |
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| Total Shareholder Return Vs Peer Group |
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| Tabular List, Table |
Measures that were most important to the last fiscal year. The following performan ce m easures reflect the Company’s most important performance measures in effect for 2025, as further described and defined in the Compensation Discussion and Analysis under “Elements of Compensation — Annual Incentive Compensation: PEP” and “Elements of Compensation — Long-Term Equity Incentive Awards — Performance Share Units.”
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|
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| Total Shareholder Return Amount |
$ 296.34
|
189.11
|
169.23
|
148.69
|
157.59
|
| Peer Group Total Shareholder Return Amount |
148.36
|
129.46
|
126.21
|
123.67
|
126.13
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| Net Income (Loss) |
$ 6,784,000,000
|
$ 5,760,000,000
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$ 5,242,000,000
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$ 5,643,000,000
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$ 6,956,000,000
|
| Company Selected Measure Amount |
15,566,000,000
|
13,882,000,000
|
12,726,000,000
|
12,067,000,000
|
12,644,000,000
|
| PEO Name |
Hazen
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| Measure:: 1 |
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| Pay vs Performance Disclosure |
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| Name |
Adjusted EBITDA
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| Non-GAAP Measure Description |
It is a non-Generally Accepted Accounting Principles (“GAAP”) financial measure defined as income before depreciation and amortization, interest expense, losses and gains on sales of facilities, losses on retirement of debt, provision for income taxes and net income attributable to noncontrolling interests. Reconciliations of Adjusted EBITDA to the most directly comparable financial measure calculated in accordance with GAAP are included in Appendix A.
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| Measure:: 2 |
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| Pay vs Performance Disclosure |
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|
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|
| Name |
Earnings Per Share
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| Measure:: 3 |
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| Pay vs Performance Disclosure |
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|
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|
|
| Name |
Quality of Care
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| Measure:: 4 |
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| Pay vs Performance Disclosure |
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| Name |
Patient Experience
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| PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table |
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| Pay vs Performance Disclosure |
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|
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|
| Adjustment to Compensation, Amount |
$ (1,934,400)
|
$ (372,138)
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|
|
$ (451,661)
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| PEO | Pension Adjustments Prior Service Cost |
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| Pay vs Performance Disclosure |
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|
|
|
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| Adjustment to Compensation, Amount |
734,679
|
689,830
|
$ 723,544
|
$ 952,610
|
980,231
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| PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
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| Pay vs Performance Disclosure |
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|
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| Adjustment to Compensation, Amount |
(16,988,633)
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(16,580,668)
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(14,200,216)
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(12,055,290)
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(13,870,607)
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| PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
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|
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| Pay vs Performance Disclosure |
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|
|
|
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| Adjustment to Compensation, Amount |
27,194,526
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17,195,564
|
15,028,391
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13,374,858
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34,793,801
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| PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
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| Pay vs Performance Disclosure |
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|
|
|
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| Adjustment to Compensation, Amount |
31,066,347
|
10,479,537
|
(2,830,010)
|
(3,338,709)
|
33,207,890
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| PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
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| Pay vs Performance Disclosure |
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|
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| Adjustment to Compensation, Amount |
11,676,197
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4,662,911
|
3,842,051
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(3,998,784)
|
9,064,316
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| PEO | Dollar Value of Equivalent Payments Reported in Summary Compensation Table [Member] |
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| Pay vs Performance Disclosure |
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|
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| Adjustment to Compensation, Amount |
(435,077)
|
(96,234)
|
(514,566)
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(435,499)
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(335,908)
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| PEO | Dollar Value of Dividends Paid Prior to Vesting Date [Member] |
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| Pay vs Performance Disclosure |
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|
|
|
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| Adjustment to Compensation, Amount |
464,819
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368,788
|
226,667
|
445,290
|
545,255
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| Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table |
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| Pay vs Performance Disclosure |
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|
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|
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| Adjustment to Compensation, Amount |
(1,681,853)
|
(265,350)
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(264,662)
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(276,883)
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(103,724)
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| Non-PEO NEO | Pension Adjustments Prior Service Cost |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
230,134
|
149,373
|
135,006
|
182,990
|
207,139
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| Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
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| Pay vs Performance Disclosure |
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|
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| Adjustment to Compensation, Amount |
(3,115,621)
|
(3,423,531)
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(3,489,375)
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(3,063,442)
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(3,233,944)
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| Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
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|
|
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| Pay vs Performance Disclosure |
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|
|
|
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| Adjustment to Compensation, Amount |
4,987,299
|
2,640,576
|
3,692,881
|
2,698,985
|
7,765,175
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| Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
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|
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| Pay vs Performance Disclosure |
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|
|
|
|
| Adjustment to Compensation, Amount |
5,728,425
|
1,434,246
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(482,970)
|
(573,313)
|
7,116,946
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| Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
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|
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|
|
| Pay vs Performance Disclosure |
|
|
|
|
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| Adjustment to Compensation, Amount |
2,033,581
|
668,465
|
642,447
|
(737,029)
|
1,834,093
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| Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
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|
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
|
(1,267,373)
|
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| Non-PEO NEO | Dollar Value of Equivalent Payments Reported in Summary Compensation Table [Member] |
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| Pay vs Performance Disclosure |
|
|
|
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| Adjustment to Compensation, Amount |
(76,670)
|
(13,211)
|
(85,739)
|
(73,188)
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(67,999)
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| Non-PEO NEO | Dollar Value of Dividends Paid Prior to Vesting Date [Member] |
|
|
|
|
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| Pay vs Performance Disclosure |
|
|
|
|
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| Adjustment to Compensation, Amount |
$ 89,010
|
$ 46,153
|
$ 41,399
|
$ 80,563
|
$ 111,397
|